The shareholders of
NOTICE OF PARTICIPATION
Shareholders who wish to participate in the proceedings of the General Meeting must:
- both be entered in the register of shareholders kept by
Euroclear Sweden AB on the record date on Tuesday16 July 2024 , and - notify the Company no later than by Thursday
18 July 2024 , in writing toRailcare Group , Att: Extraordinary General Meeting, Box 34, SE-932 21 Skelleftehamn,Sweden . Notice can also be made by telephone at +4670-622 50 01 or by e-mail ir@railcare.se. Such notice must contain the shareholder’s full name, personal identification number or registration number, the number of shares, address, daytime telephone number and, if applicable, information regarding any attending representative or deputy (maximum two). The notice should, when applicable, be accompanied by proxies, registration certificates and other authorization documents.
Personal data obtained from the share register kept by
Nominee registered shares
The shareholders who have their shares registered in the name of a nominee must, in order to exercise their voting rights at the meeting, through the nominee register their shares in their own name so that the shareholder is registered in the register of shareholders kept by
Proxy etc.
If shareholders are to be represented by a proxy, the proxy must bring a written, by the shareholder signed and dated power of attorney to the General Meeting. The power of attorney may not be older than one year, unless a longer period of validity (but no longer than five years) has been stated in the power of attorney. If the power of attorney is issued by a legal person, the proxy must also include the current registration certificate or the corresponding authorization document for the legal person. A copy of the power of attorney and any registration certificate should be submitted to the Company at the above address, or by e-mail to ir@railcare.se, well in advance of the General Meeting. The power of attorney in original shall also be presented at the General Meeting. A proxy form is available on the Company's website www.railcare.se and sent by post to shareholders who contact the Company and state their postal address.
PROPOSED AGENDA
1. Opening of the Meeting.
2. Election of the Chairman at the Meeting.
3. Preparation and approval of the voting list.
4. Approval of the Agenda.
5. Election of one or two persons to approve the minutes.
6. Determination of whether the Meeting has been duly convened.
7. Resolution regarding approval of related party transaction.
8. Closing of the Meeting
PROPOSALS BY THE BOARD OF DIRECTORS
Election of the Chairman at the Meeting (item 2)
The Board of Directors proposes that
Resolution regarding approval of related party transaction (item 7)
Background and reasons
The Company has entered into an agreement to acquire 4,000 shares, corresponding to 40 per cent of the shares, in the newly started locomotive rental company
The Acquisition Agreement
AC is a company established to acquire locomotives for the purpose of leasing them to commercial operators.
The acquisition agreement is subject to, that
The Loan Agreement
AC has invested in 14 newly manufactured locomotives of the Effishunter 1000 model, which will be delivered in 2024 and 2025. The investment amounts to approximately
· The shareholder loans are provided in relation to the shareholding of each shareholder in AC.
· AC has the right to call for a shareholder loan as the need for capital arise.
· The principal amount bears interest at a rate equal to
· The parties annually agree on the repayments and the repayments shall be made quarterly no later than 30 days after the end of each calendar quarter unless the Lenders agree otherwise.
The lease agreement
Effishunter 1000, the locomotive model in which AC has invested, fulfils the requirements set by the
· The lease period is five years from the date of access to each locomotive, which means that the lease period is different for the different locomotives.
· At the end of the initial rental period,
· The rent is market-based, and
Resolution of decision
The Board of Directors proposes that the Extra General Meeting approve the Related Party Transaction.
Majority requirement
Valid resolution requires the support of shareholders representing at least half of the votes cast at the meeting. Shares and votes held by Nornan will not be taken into account.
NUMBER OF SHARES AND VOTES
The number of outstanding shares and votes in the Company amounts to 24,124,167 at the time of this notice The Company has no own shares.
SHAREHOLDERS REQUEST FOR INFORMATION
According to Chapter 7, Sections 32 and 57 of the Swedish Companies Act, the Board of Directors and the CEO shall, if any shareholder so requests and the Board of Directors considers that it can be done without material harm to the Company, provide information at the meeting on circumstances that may affect the assessment of an item on the agenda. The duty of disclosure also includes the Company's relationship with other group companies, the consolidated financial statements and such circumstances regarding subsidiaries as referred to in the previous sentence.
DOCUMENTATION
The Board of Directors' complete proposal for resolutions will be available at the Company no later than three weeks prior to the meeting and will be sent to shareholders who so request and state their postal address. This document will also be available at Näsuddsvägen 10 in Skelleftehamn,
Skelleftehamn,
THE BOARD
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